Constantia Flexibles a global packaging manufacturer and portfolio company owned by an affiliate of One Rock Capital Partners, LLC ("One Rock"), today announced an agreement to acquire approximately 57% of the shares of Aluflexpack AG ("Aluflexpack") from Montana Tech Components AG ("MTC") and Xoris GmbH. In parallel, Constantia will launch an all cash public tender offer for all publicly held registered shares of Aluflexpack (the "Offer"). The Offer is subject to certain terms and conditions, including the outcome of the regulatory process. The material terms and conditions of the Offer are described in the pre-announcement of the Offer which has been published today and is available at https://afp-tender-offer.com.

The Board of Directors of Aluflexpack has unanimously resolved that it will recommend to the shareholders to accept the Offer.

"I am delighted to welcome Aluflexpack to Constantia – this acquisition fits perfectly in our Vision 2030 strategy as a strong packaging player in Europe and globally," said Pim Vervaat, Constantia's Chief Executive Officer. "We believe the combination of our businesses represents a great strategic and cultural fit that will allow us to better serve our customers through an enhanced sustainable product range supported by a fully integrated technology portfolio whilst extending our geographical reach."

Johannes Steurer, CEO of Aluflexpack, said, "Over the last decade, Aluflexpack transformed itself into one of the foremost flexible packaging companies in Europe. Our current standing and accomplishments are also a result of the support and commitment demonstrated by MTC. We deeply appreciate this partnership, which was a pillar of support over the years and instrumental in facilitating our expansion projects as well as investments in our people, leading technology and innovation. Together with a new partner, we will continue to work on our strategy in order to create the best possible value for our customers, employees and all stakeholders, and drive innovation projects and our sustainability agenda. We look forward to our partnership with the team at Constantia Flexibles."

"With the acquisition by Constantia Flexibles, Aluflexpack can take a significant next step in growth, leverage core competencies and consolidate expertise in the packaging sector," added Dr. Michael Tojner, CEO of MTC and former majority owner of Aluflexpack. "We are proud of a success story for us as an international industrial group, a strategic realignment, an IPO and now a new ownership structure fully focused on packaging. From the beginning, I saw the great potential of this company in the packaging segment. In total, more than 360 million euros have been invested in organic and inorganic growth since 2013. Together with the strong management and the motivated employees, we have succeeded in making Aluflexpack a global player in the field of flexible packaging solutions."

Jefferies is acting as exclusive financial advisor and Latham & Watkins LLP and Bär & Karrer as legal advisors to Constantia in the context of this transaction. MP Corporate Finance is acting as exclusive financial advisor to MTC and Xoris GmbH and Walder Wyss and Freshfields as legal advisors to MTC and Aluflexpack.

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Aluflexpack and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or advertising within the meaning of art. 69 of the Swiss Financial Services Act. Complete terms and conditions of the offer will be set forth in the offer prospectus which is expected to be published on or around 2 April 2024 (the "Offer Prospectus"). Holders of shares in Aluflexpack are urged to carefully read the Offer Prospectus because it contains important information about the offer. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited and does not constitute an offer of securities for sale in such countries. Please also refer to "Legal Disclaimers" below.

 

Source:prnewswire.com

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